We have audited the accompanying standalone financial statements of Expleo Solutions Limited
(the “Company”), which comprise the Balance Sheet as at March 31, 2025, and the Statement of Profit
and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement
of Changes in Equity for the year ended on that date, and notes to the financial statements, including
a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
(the “Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and
its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on
that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on
Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards
are further described in the Auditor's Responsibility for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical
requirements that are relevant to our audit of the standalone financial statements under the provisions
of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the standalone financial statements of the current period. These matters were addressed
in the context of our audit of the standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be communicated in our report.

Information Other than the Financial Statements and Auditor's Report Thereon

• The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Directors’ report, but does not include the consolidated
financial statements, standalone financial statements and our auditor’s report thereon. The
Directors’ report is expected to be made available to us after the date of this auditor’s report.

• Our opinion on the standalone financial statements does not cover the other information and will
not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read
the other informationidentified above when it becomes available and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial statements
or our knowledge obtained during the course of our audit or otherwise appears to be materially
misstated.

• When we read the Directors’ report, if we conclude that there is a material misstatement therein,
we are required to communicate the matter to those charged with governance as required under
SA 720 ‘The Auditor’s responsibilities Relating to Other Information’.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and
fair view of the financial position, financial performance including other comprehensive loss, cash
flows and changes in equity of the Company in accordance with the accounting principles generally
accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of
Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.

The Company’s Board of Directors is also responsible for overseeing the Company’s financial reporting
process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the Company has adequate internal
financial controls with reference to standalone financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user
of the standalone financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report

unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Other Matters

The standalone financial statements of the Company for the year ended March 31, 2024, were audited
by another auditor who expressed an unmodified opinion on those statements on May 23, 2024.

Our opinion on the standalone financial statements is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books, except for not complying with the
requirement of audit trail as stated in (i)(vi) below and also on the instance below.

• In respect of a billing related software and an attendance tracking related software which
were in operation for part of the year upto June 30, 2024 and November 15, 2024 respectively,
the compliance with the requirement of back up of books of accounts in a server located
in India on a daily basis could not be ascertained since the information to test the same is
not available

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are
in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified
under Section 133 of the Act.

e) On the basis of the written representations received from the directors taken on record by
the Board of Directors, none of the directors are disqualified as on March 31, 2025 from being
appointed as a director in terms of Section 164(2) of the Act.

f) The modifications relating to the maintenance of accounts and other matters connected
therewith, are as stated in paragraph (b) above.

g) With respect to the adequacy of the internal financial controls with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer
to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls with
reference to standalone financial statements.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with
the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of
our information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 of
the Act.

i) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to
the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements -Refer Note 39(a) to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company

iv. (a) The Management has represented that, to the best of its knowledge and belief, as

disclosed in the note 46(f) to the financial statements no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, as
disclosed in the note 46(g) to the financial statements, no funds have been received
by the Company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that
the Company shall, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above, contain any material misstatement.

v. The interim dividend declared and paid by the Company during the year and until the date
of this report is in accordance with section 123 of the Companies Act 2013.

vi. Based on our examination, which included test checks, except for the instances mentioned
below, the Company has used accounting software systems for maintaining its books of
account for the financial year ended March 31, 2025 which have the feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software systems. Further, during the course of our audit we
did not come across any instance of the audit trail feature being tampered with and the
audit trail has been preserved by the Company as per the statutory requirements for record
retention.

• In respect of a billing related software and an attendance tracking related software
which were in operation for part of the year upto June 30, 2024 and November 15,
2024 respectively, the compliance with the requirement of recording audit trail (edit
log) facility for all relevant transactions recorded in the software systems or whether
there were any instances of the audit trail feature been tampered with could not be
ascertained since the information to test the same was not available.

• In respect of a billing related software, which is operated by a third party software service
provider for maintaining its books of account, in the absence of System and Organization
Controls report, we are unable to comment on whether the audit trail feature of the said
software at the database level was enabled and operated effectively for the period it was
operational for all the relevant transactions recorded in the software or whether there
were any instances of the audit trail feature been tampered with.

2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central
Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the
matters specified in paragraphs 3 and 4 of the Order.

For Deloitte Haskins & Sells
Chartered Accountants
Firm's Registration No. 00872S

R. PRASANNA VENKATESH
PARTNER

Membership No. 214045
UDIN 25214045BMNWHO6246

Place : Chennai
Date : May 22, 2025